LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to claims under Section 11.4(a) until the total of all Damages with respect to such matters exceeds the Basket Amount, whereupon indemnification will be payable only for Damages in excess of the Basket Amount. However, this Section 11.6 will not apply to claims Damages under Section 11.4(d) or to any Breach of any of Buyer's representations and warranties of which Buyer had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breaches.
LIMITATIONS ON AMOUNT--BUYER. Buyer shall have no liability (for indemnification or otherwise) with respect to the matters described in clause (a) or (b) of Section 10.3 until the total of all Damages with respect to such matters exceeds $1,000,000 whereupon Buyers shall be liable for the entire amount of such Damages (back to and including the first dollar of such Damages).
LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to claims under Section 8.3(a) until the total of all Damages with respect to such matters exceeds One Hundred Thousand dollars ($100,000) and then only for the amount by which such Damages exceed One Hundred Thousand dollars ($100,000). However, this Section 8.5 will not apply to claims under Section 8.3(b) through (d) or matters arising in respect of Section 4.4 or to any breach of any of Buyer’s representations and warranties of which Buyer had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such breaches.
LIMITATIONS ON AMOUNT--BUYER. If the Closing occurs, Buyer shall have no liability under Section 10.03 until the total of all Damages indemnified thereunder exceeds one percent (1%) of the Purchase Price, and then Buyer shall be liable for the entire amount of such Damages, not to exceed, however, fifteen percent (15%) of the Purchase Price. Notwithstanding the foregoing and anything to the contrary in the Agreement, no limit on liability under this Section and no deductible or liability threshold under this Agreement shall be applied to reduce Buyer’s obligations under Section 10.03 with respect to Sections 2.02, 2.05, 2.08, 4.01, 4.09, 10.03(c), 12.02, and 12.05.
LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to claims under Section 11.4(a) until the total of all Damages with respect to such matters exceeds $150,000.00 and then only for the amount by which such Damages exceed $150,000.00. However, this Section 11.6 will not apply to claims under Section 11.4(b) through Section 11.4(h) or matters arising in respect of Sections 4.4 or 4.5, fraud, or to any Breach of any of Buyer’s representations and warranties of which Buyer had Knowledge at any time before the date on which such representation and warranty is made or any intentional Breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breaches.
LIMITATIONS ON AMOUNT--BUYER. If the Closing occurs, Buyer will have no liability under Section 10.03 until the total of all Damages indemnified thereunder exceeds $100,000, and then Buyer will be liable for the entire amount of such Damages.
LIMITATIONS ON AMOUNT--BUYER. (a) Buyer shall not be liable for Damages arising in connection with its indemnification obligations under Section 9.3 hereof until the amount of such Damages exceeds $18,000,000 in the aggregate. If the aggregate amount of such Damages exceeds $18,000,000 Buyer, shall be liable for the amount of such Damages in excess of $18,000,000.
(b) Buyer's maximum liability for Damages arising in conjunction with its indemnification obligations under Section 9.3 hereof shall be an amount equal to one half of the sum of (i) the Purchase Price and (ii) the Special Dividend.
LIMITATIONS ON AMOUNT--BUYER. Buyer shall have no liability (for indemnification or otherwise) with respect to claims under Section 11.3(a) until the total of all Damages with respect to such matters exceeds $1,000,000 and then only for the amount by which such Damages exceed $1,000,000; provided, however, that in no event shall Sellers’ liability (for indemnification or otherwise) with respect to claims under Section 11.3(a) for a Breach of the representation and warranty in Section 4.4 exceed $60,000,000. However, this Section 11.5 will not apply to (i) any breach of any representation or warranty set forth in Section 4.1, 4.2 and 4.6, and (ii) claims under Section 11.3(b) through (e).
LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in clause (a) or (b) of Section 10.7 until Seller shall has suffered Damages in excess of a $500,000 threshold (at which point Buyer will be obligated to indemnify Seller from and against such Damages relating back to the first dollar). However, this Section 10.10 will not apply to any Breach of any of Buyer’s representations and warranties of which Buyer had Knowledge at any time prior to the date on which such representation and warranty is made or any intentional Breach by Buyer of any covenant or obligation, and Buyer will be liable for all Damages with respect to such Breaches.
LIMITATIONS ON AMOUNT--BUYER. Buyer will have no liability (for indemnification or otherwise) with respect to the matters described in Section 10.4 in excess of $2,400,000. However, this Section 10.7 will not apply to (a) the Breach of any of Buyer’s representations and warranties of which Buyer had Knowledge at any time prior to the date on which such representation and warranty is made or (b) any intentional Breach by Buyer of any covenant obligation, and Buyer will be liable for all Damages with respect to such Breaches.
